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                                                                 EXHIBIT 3.1

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
           OF
BEVERAGE WORKS, INC.


Frederik G.M. Rodenhuis and Lyle R. Maul certify that:

1.       They are the PRESIDENT and the SECRETARY, respectively, of Beverage
         Works, Inc., a California corporation.

2.       The Articles of Incorporation of this corporation is amended and
         restated to read as follows:

                                        I

                                      NAME

         The name of the corporation is Beverage Works, Inc.

                                       II

                                     PURPOSE

         The purpose of the corporation is to engage in any lawful act or
         activity for which a corporation may be organized under the GENERAL
         CORPORATION LAW of California other than the banking business, the
         trust company business or the practice of a profession permitted to be
         incorporated by the California Corporations Code.

                                       III

                                 CAPITALIZATION

         A. This corporation is authorized to issue two classes of shares, to be
         designated "Common Stock" and "Preferred Stock," respectively. The
         corporation is authorized to issue 20,000,000 shares of Common Stock
         and 5,000,000 shares of Preferred Stock.

         B. The Preferred Stock may be issued in any number of series, as
         determined by the board of directors. The board may by resolution fix
         the designation and number of shares of any such series of Preferred
         Stock. The board is authorized to fix or alter the rights, preferences,
         privileges, and restrictions pertaining to any wholly unissued series
         of Preferred Stock. The board may thereafter in the same manner
         increase or decrease the number of shares of any such series of
         Preferred Stock (but not below the number of shares of that series then
         outstanding).

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                                       IV

                             LIMITATION OF LIABILITY

         The liability of the directors of this corporation for monetary damages
         shall be eliminated to the fullest extent permissible under California
         law.

                                        V

                            INDEMNIFICATION OF AGENTS

         This corporation is authorized to provide indemnification of agents (as
         defined in Section 317 of the Corporations Code) for breach of duty to
         the corporation and its stockholders through bylaw provisions or
         through agreements with the agents, or both, in excess of the
         indemnification otherwise permitted by Section 317 of the Corporations
         Code, subject to the limits on such excess indemnification set forth in
         Section 204 the Corporations Code.

      3. The foregoing restatement of Articles of Incorporation, and the
         amendments thereto, have been duly approved by the board of directors.

      4. The foregoing amendments to the Articles of Incorporation have been
         duly approved by the holders of the requisite number of shares of this
         corporation in accordance with Section 902 and 903 of California
         Corporations Code. The total number of outstanding shares of the
         corporation is 2,412,863. The number of shares voting in favor of the
         amendments equalled or exceeded the vote required. The percentage vote
         required was more than 50%.

         We further declare under penalty of perjury under the laws of the State
         of California that the matters set forth in this certificate are true
         and correct of our own knowledge.


DATE:
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                                             -----------------------------------
                                             Frederik G.M. Rodenhuis, President

                                             -----------------------------------
                                             Lyle R. Maul, Secretary

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